THE MALL, THE MERRIER

By ADAM ZAGORIN/ONTARIO

Roseanne Barr, domestic goddess, pulled off the interstate not long ago into a huge swath of suburbia 40 miles east of Los Angeles. She was heading for California's top tourist attraction: not Disneyland, not the nearby stock-car track, but an expanse of concrete and steel splayed across 2 million sq. ft. of desert called Ontario Mills. It's the latest fashion in malls, boasting two tyrannosaurian movieplexes totaling 54 screens, as well as glitzy entertainment and retail hot spots like Off Rodeo Drive that sell designer duds at hoi polloi prices. Roseanne sat down for a bite in celebrity chef Wolfgang Puck's cafe-in-a-mall. But she realized her baby Buck needed a changing table. No changing table on this menu. So Roseanne let loose a blue streak and headed off to boogie at the Virgin Megastore.

Hollywood may be going to the mall these days because the most successful malls are going Hollywood. Roseanne is one of the 20 million people this year who are expected to drive, sometimes for hours, to shop at Ontario Mills, the size of 38 football fields, set in the shadow of the San Bernardino Mountains. On a weekday afternoon scores of patrons are driving on the virtual-reality car track or teeing off on the virtual-reality driving range at Dave & Buster's, an eats-and-entertainment emporium at Ontario. Tens of thousands of shoppers, many off tour buses and from as far away as South Korea, march through 10 color-coordinated "neighborhoods"--themed retail zones catering to tastes ranging from upscale dresses to sporting and adolescent attire. Overhead, 65 giant TV screens run an endless series of commercials produced in the mall's studios.

The imagination behind Ontario belongs to Larry ("I hate to shop") Siegel, CEO of the Mills Corp. in Arlington, Va. He has fashioned perhaps the only hot trend in mass retail: value megamalls, or outlet centers with huge doses of entertainment. This concept has made Mills, which operates as a real estate investment trust, the nation's fastest-growing, publicly traded mall developer.

The three-year-old company has been expanding at a Planet Hollywood-like pace. This week Mills opens a $188 million mall in Tempe, Ariz., its seventh location, and just last month it completed a new mall in Dallas. Siegel has unveiled plans for a huge new project at the site of the Grand Ole Opry in Nashville, Tenn., along with new malls near Boston and Honolulu. And the concept has been catchy: rival Glimcher Realty Trust recently opened a Mills-like Great Mall of the Great Plains near Kansas City, Kans.

The Mills recipe rejects mainline, multistory department stores in favor of a ground-level, oval floor plan anchored by off-price retailers like Saks' off 5th, T.J. Maxx and Marshalls. Throw in a couple hundred specialty stores. Add a giant Marriott-managed food court as well as theme eateries such as Puck's and Rainforest Cafe. Stir in razzmatazz such as Ogden Entertainment's American Wilderness Experience, a combination restaurant, retail outlet and enviro-amusement park; or GameWorks, the virtual-reality video-game arcade created by Sega, DreamWorks SKG and Universal Studios. "To win in this business you must offer vibrancy and value to fight the pervasive boredom of shopping," says Ian Duffell, CEO of Virgin Entertainment Group, which counts Ontario Mills as its first mall location.

The success of the Mills approach is all the more striking because America would seem to need another mall like Main Street needs another Starbucks. The U.S. already has more than 42,000, from strip malls on rural interstates to the gaudy Forum Shops in Las Vegas. That's 20 sq. ft. of shopping-center space for every man, woman and child in the nation. "We just don't need any more traditional shopping, period," says Craig Schmidt, a retail-industry analyst at Merrill Lynch.

Retailers have always considered entertainment essential to the shopping experience, but in the new malls diversions have taken on a life of their own. The American Wilderness Experience at Ontario features 70 species of live animals, including roadrunners, bats, sea otters and even a giant yellow banana slug, together with a simulator ride and video and interactive nature displays. Billed as "edutainment," the fun and games lead into a store peddling environmental knickknacks and a restaurant called the Wilderness Grill. "If we capture just 3% of the [20 million] people passing through the mall, we'll be doing great," says Ogden Entertainment senior vice president Jonathan Stern, who helped develop Grizzly Park, a 90-acre complex near Yellowstone National Park.

Another Mills Corp. venture is Sawgrass Mills, 26 miles from Miami International Airport, which boasts annual sales of $450 per sq. ft., almost twice the U.S. average. Two Palm Beach, Fla., women recently made headlines by choppering in for a binge. Now plans are being drawn up for a "Shopper Chopper" to ferry patrons from Miami and Bal Harbour. Nearly half the 19 million people who showed up at Sawgrass last year were foreigners: a Saudi princess arrived with two limos trailed by rental trucks to transport the day's haul.

Sawgrass's success is spurring local imitators: Dolphin Mall, a quick taxi ride from the airport, plans to open in 1999 with a roller coaster and other attractions. A Dolphin developer marveled that American Airlines has had to bring in extra cargo planes at times to carry the overflow goods of booty-laden visitors flying home after visits to Sawgrass.

Twelve states rank malls among their top three tourist attractions, including Minnesota (Mall of America), Virginia (Potomac Mills) and Colorado (Denver's Cherry Creek Mall). Yet by most estimates, fewer than 30 U.S. cities are big enough to support a mega-shopping center, and even those probably don't have room for more than one. Perhaps that's why Mills has announced an alliance with New York City-based Tishman Speyer Properties to build malls in Germany, Britain, Japan and Brazil. Today America; tomorrow the world.

--With reporting by Greg Aunapu/Sunrise and Jacqueline Savaiano/Ontario

With reporting by GREG AUNAPU/SUNRISE AND JACQUELINE SAVAIANO/ONTARIO